Mayfield Select Management Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Mayfield XIII, a Cayman Islands Exempted Limited Partnership

(Last) (First) (Middle)

2484 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/13/2021

3. Issuer Name and Ticker or Trading Symbol
Poshmark, Inc. [ POSH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	(1)	Common Stock(2)	6,743,998	0.00	I	Mayfield XIII, a Cayman Islands Exempted Limited Partnership(3)
Series B Preferred Stock	(1)	(1)	Common Stock(2)	2,419,084	0.00	I	Mayfield XIII, a Cayman Islands Exempted Limited Partnership(3)
Series B-1 Preferred Stock	(1)	(1)	Common Stock(2)	1,932,820	0.00	I	Mayfield XIII, a Cayman Islands Exempted Limited Partnership(3)
Series C Preferred Stock	(1)	(1)	Common Stock(2)	2,571,944	0.00	I	Mayfield XIII, a Cayman Islands Exempted Limited Partnership(3)
Series C-1 Preferred Stock	(1)	(1)	Common Stock(2)	2,051,089	0.00	I	Mayfield XIII, a Cayman Islands Exempted Limited Partnership(3)
Series D Preferred Stock	(1)	(1)	Common Stock(2)	29,858	0.00	I	Mayfield XIII, a Cayman Islands Exempted Limited Partnership(3)
Series D Preferred Stock	(1)	(1)	Common Stock(2)	1,504,854	0.00	I	By Mayfield Select, a Cayman Islands Exempted Limited Partnership(4)

1. Name and Address of Reporting Person^*

Mayfield XIII, a Cayman Islands Exempted Limited Partnership

(Last) (First) (Middle)

2484 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mayfield XIII Management (UGP), Ltd., a Cayman Islands Exempted Co.

(Last) (First) (Middle)

2484 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mayfield XIII Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership

(Last) (First) (Middle)

2484 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MAYFIELD SELECT, A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP

(Last) (First) (Middle)

2484 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mayfield Select Management (UGP), Ltd.

(Last) (First) (Middle)

2484 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mayfield Select Management (EGP), L.P.

(Last) (First) (Middle)

2484 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock and Series D Preferred Stock (collectively, the "Preferred Stock") is convertible into shares of the Issuer's Common Stock, par value $0.0001 per share, on a one-for-one basis and has no expiration date.

2. Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock shall be reclassified into one share of Class B Common Stock.

3. Mayfield XIII Management (UGP), Ltd., a Cayman Islands Exempted Company, or MF XIII UGP, is the general partner of Mayfield XIII Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership, which is the general partner of Mayfield XIII, a Cayman Islands Exempted Limited Partnership, or MF XIII. Rajeev Batra, Navin Chaddha, and Vaneeta Varma are the directors of MF XIII UGP. As a result, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the shares owned by MF XIII, but each of the individuals disclaims such beneficial ownership.

4. Mayfield Select Management (UGP), Ltd., a Cayman Islands Exempted Company, or MF Select UGP, is the general partner of Mayfield Select Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership, which is the general partner of Mayfield Select, a Cayman Islands Exempted Limited Partnership, or MF Select. Rajeev Batra, Navin Chaddha, Timothy Chang, and Urshit Parikh are the directors of MF Select UGP. As a result, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the shares owned by MF Select, but each of the individuals disclaims such beneficial ownership.

Remarks:

	Mayfield XIII, a Cayman Islands Exempted Limited Partnership By: Mayfield XIII Management (EGP), L.P., its general partner By: Mayfield XIII Management (UGP), Ltd., its general partner By: /s/ Paul Kohli, Authorized Signatory	01/13/2021
	Mayfield XIII Management (EGP), L.P., its general partner By: Mayfield XIII Management (UGP), Ltd., its general partner By: /s/ Paul Kohli, Authorized Signatory	01/13/2021
	Mayfield XIII Management (UGP), Ltd., its general partner By: /s/ Paul Kohli, Authorized Signatory	01/13/2021
	Mayfield Select, a Cayman Islands Exempted Limited Partnership By: Mayfield Select Management (EGP), L.P., its general partner By: Mayfield Select Management (UGP), Ltd., its general partner By: /s/ Paul Kohli, Authorized Signatory	01/13/2021
	Mayfield Select Management (EGP), L.P., its general partner By: Mayfield Select Management (UGP), Ltd., its general partner By: /s/ Paul Kohli, Authorized Signatory	01/13/2021
	Mayfield Select Management (UGP), Ltd., its general partner By: /s/ Paul Kohli, Authorized Signatory	01/13/2021
	** Signature of Reporting Person	Date
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